Sec Form 4 Filing - Dambrosio Ralph @ L3 TECHNOLOGIES, INC. - 2019-06-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Dambrosio Ralph 2. Issuer Name and Ticker or Trading Symbol L3 TECHNOLOGIES, INC. [ LLL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O L3 TECHNOLOGIES, INC., 600 THIRD AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 06/29/2019 (Street) NEW YORK, NY10016 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/29/2019 D( 1 )( 2 ) 71,527 ( 2 ) ( 3 ) D 0 D Common Stock 06/29/2019 A( 1 )( 4 ) 11,516 ( 4 ) A $ 0 11,516 D Common Stock 06/29/2019 D( 1 )( 4 ) 11,516 ( 4 ) D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 02/23/10 Employee Stock Option (Right to Buy) $ 86.41 06/29/2019 D 36,144 ( 5 ) 02/23/2020 Common Stock 36,144 ( 6 ) 0 D 02/24/11 Employee Stock Option (Right to Buy) $ 76.82 06/29/2019 D 39,262 ( 5 ) 02/24/2021 Common Stock 39,262 ( 6 ) 0 D 02/22/12 Employee Stock Option (Right to Buy) $ 67.49 06/29/2019 D 16,978 ( 5 ) 02/22/2022 Common Stock 16,978 ( 6 ) 0 D 02/20/13 Employee Stock Option (Right to Buy) $ 77 06/29/2019 D 62,086 ( 5 ) 02/20/2023 Common Stock 62,086 ( 6 ) 0 D 02/19/14 Employee Stock Option (Right to Buy) $ 113.67 06/29/2019 D 37,850 ( 5 ) 02/19/2024 Common Stock 37,850 ( 6 ) 0 D 02/17/15 Employee Stock Option (Right to Buy) $ 129.31 06/29/2019 D 36,729 ( 5 ) 02/17/2025 Common Stock 36,729 ( 6 ) 0 D 02/16/16 Employee Stock Option (Right to Buy) $ 116.2 06/29/2019 D 48,077 ( 5 ) 02/16/2026 Common Stock 48,077 ( 6 ) 0 D 02/21/17 Employee Stock Option (Right to Buy) $ 168.8 06/29/2019 D 29,401 ( 5 ) 02/21/2027 Common Stock 29,401 ( 6 ) 0 D 02/20/18 Employee Stock Option (Right to Buy) $ 210.98 06/29/2019 D 21,023 ( 5 ) 02/20/2028 Common Stock 21,023 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dambrosio Ralph C/O L3 TECHNOLOGIES, INC. 600 THIRD AVENUE NEW YORK, NY10016 See Remarks Signatures /s/ Allen E. Danzig as Attorney-in-Fact 07/02/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 29, 2019, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), L3 Technologies, Inc. ("L3") and Harris Corporation ("Harris") effected an all-stock, merger of equals to combine their respective businesses in which a wholly-owned subsidiary of Harris merged with and into L3 with L3 surviving as a wholly-owned subsidiary of Harris (the "Merger"). Pursuant to the Merger Agreement, upon completion of the Merger, Harris changed its name to "L3Harris Technologies, Inc." ("L3Harris") and each issued and outstanding share of L3 common stock was converted into the right to receive 1.30 shares of L3Harris common stock (the "exchange ratio"). ( 2 )Includes a total of 21,707 restricted stock units. In connection with the Merger, (i) all vesting conditions of each unvested restricted stock unit granted prior to October 12, 2018 (8,638 of the restricted stock units) were deemed satisfied and accelerated in full and each such restricted stock unit was cancelled and entitled the holder to receive a number of shares of L3Harris common stock equal to the number of such restricted stock units multiplied by the exchange ratio and (ii) all unvested restricted stock units granted after October 12, 2018 (13,069 restricted stock units) were cancelled and entitled the holder to receive time-vesting restricted stock units denominated in shares of L3Harris common stock, in an amount calculated by multiplying the number of such restricted stock units by the exchange ratio. ( 3 )Reflects additional shares acquired through L3's Master Savings (401(k)) Plan. ( 4 )In February 2017 and February 2018, the reporting person was granted performance units which provided for delivery of shares of common stock upon the achievement of specified performance criteria. Pursuant to the Merger Agreement, at the effective time of the Merger, the outstanding performance units were deemed earned based on the greater of target and actual level of performance through the effective time of the Merger (as reasonably determined by the compensation committee of the L3 Board in consultation with Harris), and each performance unit was cancelled and the reporting person became entitled to receive a combination of (i) shares of L3Harris common stock and (ii) time-vesting restricted stock units denominated in shares of L3Harris common stock, as set forth in the Merger Agreement, in an amount calculated by multiplying each earned performance unit by the exchange ratio. ( 5 )These options were originally scheduled to vest in equal one-third increments beginning on the one-year anniversary of the grant date. ( 6 )At the effective time of the Merger, all vesting conditions applicable to outstanding stock options were deemed satisfied and accelerated in full and each option was converted into an option to purchase a number of shares of L3Harris common stock equal to the product of the number of shares of L3 common stock subject to such option and the exchange ratio, at an exercise price per share equal to the exercise price per share of such option divided by the exchange ratio.

Remarks: Senior Vice President and Chief Financial Officer

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